


Sexy Chocolate

by Cadeauxxx



Category: Britney Spears (Musician), Hollywood - Fandom, Kate Upton - Fandom
Genre: F/F, Lesbian Sex
Language: English
Status: Completed
Published: 2017-02-19
Updated: 2017-02-19
Packaged: 2020-02-18 12:40:42
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 7,802
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18699799
Author URL: https://archiveofourown.org/users/Cadeauxxx/pseuds/Cadeauxxx
Summary: Kate Upton and Britney Spears share a hot night together with some chocolate.





	Sexy Chocolate

**Author's Note:**

> Author's Note: This story is completely fictional and did not happen. All characters and names are fictional and were made up.

**Las Vegas, Nevada**  
  
Bright lights blinked and shined down on the stage. An array of different colors flashed from green to red to purple and blue. The dancers on stage shuffled and moved to their articulate choreography. A blonde haired singer remained as the center of attention in the middle of the stage. Britney Spears loved performing in Vegas. Turning her head as she planted her heels into the floor, she re-enacted a number of her infamous dance moves from music videos while performing her old hits. She changed her outfits occasionally during the show. At the moment, she wore black hooker boots; a matching black thong and her a small tank top. Her hair pinned up in pigtails, almost as a call back to her infamous 'Baby One More Time' look from almost twenty years ago.  
  
As Britney moved on the stage, the crowd held up their cameras to capture live footage of the show. The pop singer was far too focused on the act at hand to care about any fans looking starry eyed at their hero. Within the front row of the stage was another famous woman, one who had traveled to Vegas to enjoy a night out at the town. Kate Upton's big blue eyes watched Britney move around the stage. The busty blonde super model considered herself a friend to Britney. They had met last summer at one of her showers, Kate taking photos with her that she never posted on social media. The two women had shared a few laughs, drinks and occasional flirting together. Kate had the impression from that first meeting that Britney must have been an animal in the bedroom with both men and women.   
  
Once the show came to a close, Kate shuffled around in the crowd heading for the backstage exits. she had checked in with security before the show, seeking an invitation to see Britney in the terms of friendship. She had not heard back to know if the pop singer accepted or not, but she would find out eventually. Kate needed some time off after a disappointing magazine shoot that did not go as planned. Just yesterday was Valentine's Day, and even though she knew that many men desired her so dearly, she spent it alone. The trip to Vegas was needed to clear her head and try to get some excitement out of the city of sin. After she went back stage, a bodyguard of Britney's had found her. The blonde girl stood tall wearing a black leather jacket over her busty chest. The tall man approached her and smiled.   
  
"Miss. Upton?"   
  
"Yes?"  
  
"Miss. Spears would like to see you, can you wait just thirty minutes?"   
  
She nodded.   
  
"Yeah, that's fine."   
  
"Come this way, we'll get you away from the fans and back stage."   
  
Kate figured that Britney was probably busy tending to her fan meets. She always did take photos with them as part of the 'meet and greet' package to her show. Together with the bodyguard, Kate was escorted away from the main backstage and upstairs. In the lounge room, she could see some of the dancers shuffling back stage to changing rooms. Within the room, an older looking man sat on the couch. He wore a black suit and had a long grey mustache over his lips. His hair had faded a long time ago just by appearance. As Kate stood around, the old man looked at her and smiled.   
  
"Good evening, Miss."   
  
Turning around to the man, Kate smirked and waved her hand.   
  
"Oh, hi there!"   
  
"What brings you up here, Miss?"   
  
The man asked. The question forced Kate to think for a moment before speaking back to him.   
  
"Oh, I'm...I'm here to meet Britney Spears."   
  
"You didn't come with a guy now, did you?"   
  
A question like this made Kate's curiosity spark. She raised her eyebrow before responding.   
  
"No, is that any of your business?"   
  
The old man chuckled before responding.   
  
"Usually, Miss. Spears brings a man back here. One who eventually goes up the suite to stay in her penthouse."   
  
With a grin, he looked back at the busty girl and nodded.   
  
"I didn't know she also liked pretty girls to use as her toys. You're quite lucky, let me tell ya that."   
  
After another laugh, the old man raised himself from the couch and began to walk out. Kate knew exactly what he had just referred to. It was quite obvious from his language that it sounded as if Britney had chose her as a 'toy' for tonight. She didn't say a word back to him as he left the room. Instead, she sat down on the couch all alone to herself. While she waited, Kate couldn't help but think of his words. Britney knew she was here, for she had phoned in with the crew long before the show. The man's choice of words made it sound as if Britney ran her own little private playground here in Vegas with her shows. Britney seemed like the kind of woman who could have any kind of sexual fun she craved. Here Kate was, had not even met with her and was already thinking about the subject.  
  
"Hey Kate! Is that really you?"   
  
The sound of heels clicking and clacking into the room didn't quite alert her, but the sound of that voice did. Kate got up from the couch to look behind her. Britney Spears herself stood in a pair of blue jeans and with a white T-shirt. Kate could tell that she was much taller than the woman, even if both of them were in a pair of heels. She smiled back at her and spoke.   
  
"Yes, it's me! How are you doing, Britney? I assume you got my message earlier today."   
  
"Oh, I'm doing fine! Was pretty surprised for you to drop in, I wasn't expecting someone like you."   
  
Kate smirked.   
  
"Is that a problem? Were you expecting someone else?"   
  
Britney just laughed at her questions and shook her head.   
  
"No! I'm just surprised is all! I mean, oh my god! How many times do I get to see the one and only Kate Upton drop in on one of my shows?"   
  
Flattering words were all it took to satisfy Kate. The smirk on her face had turned into a smug grin. While many men lusted over her body, she had another woman who seemed to take an interest in her right now.   
  
"So, did you get any nice gifts for Valentine's Day yesterday?"   
  
The pop singer obviously was changing the subject. All Kate could do was sigh before replying.   
  
"Yeah, I got some nice calls from some guys."  
  
"Oh, I imagine. Did any guy get lucky last night?"   
  
Kate laughed.   
  
"Wait! I should be asking you that! Don't you have a new boyfriend, Britney?"   
  
Britney laughed, flashing her pearly white teeth back at the younger girl.   
  
"I have many boy toys, you know that, right?"   
  
"Oh yeah?"   
  
Stepping a bit closer, Britney smirked and then raised her finger to push it at Kate's lips. Giving her the sign of 'shhhhh'. Kate stood there face to face, but Britney was still forced to look up into her eyes due to the girl's height. Britney replied in a low voice.   
  
"Yeah, I've got boy toys all over the place here. Are you looking for one tonight, maybe to cure some loneliness that's killing you?"   
  
Kate smirked, stepping back a bit before she replied to Britney.   
  
"I don't need a boy toy. I'm kinda burnt out on men at the moment."   
  
"Oh?"   
  
She smirked again. Kate turned around from Britney, letting out a sigh. She just had to bring up the old man who walked out of the room. As she turned to look back at Britney again, she pointed to the door.   
  
"You know something? I came in here and there was some old man sitting here. He seemed surprised. He said you usually have a man back here who eventually goes up to your penthouse. I know what that means, you take a guy from the show, bring 'em upstairs and fuck his brains out. So I have to wonder Britney, are you thinking about taking me upstairs tonight? You wanna do something with me?"   
  
Britney laughed and shook her head.   
  
"I'll just be honest and tell you, yeah! I wouldn't mind taking you upstairs to my penthouse."  
  
"Let me guess? You want to share me with one of your boy toys?"   
  
"Fuck no! You're Kate Upton! Why would I share you with any of my guys? I need a girl's night out every now and then. I'd keep you all to myself, share my Valentine's Day candy with my sexy friend."   
  
Hearing that reply was enough to satisfy Kate. She didn't like competition with another woman. If she had to deal with a competitive match, she preferred it to be two guys desiring over her in the same room. Kate then stepped forward, holding her left hand out, offering it to Britney.   
  
"Well, what are you waiting for? Valentine's Day was yesterday. Britney, would you be mine?"   
  
The pop singer bust out laughing hard before she stepped forward. Britney gently grabbed Kate's hand and nodded to her. With a smile, she replied back.   
  
"Yes, I would love to be yours."   
  
After speaking, Britney pushed her lips forward and gently kissed Kate. The buxom blonde super model embraced the moment of kissing one of her heroes, slightly moaning as she allowed the kiss to deepen and they slowly pushed their tongues against one another. Her assertion that Britney could also please a woman was already coming true. Breaking their lips apart, Britney bit her lower lip and held onto Kate's hand before speaking again.   
  
"Come on, let's go upstairs! I'll take you to my suite, you're gonna love it up there!"   
  
The sound of their high heels clicking and clacking together created a solid rhythm as Britney walked Kate out of the room. She took a doorway to the right, one that would lead directly to an elevator for a much quicker route. From the corner of the opposite door way, that same old man from earlier watched the two women walk off. He laughed to himself while nodding his head, for he knew everything that went on in there. He was one of Britney's old friends within management, a good man who always was around and knew every secret. Just as he could've guessed, the buxom girl was going off with the sex goddess of Vegas.   
  
"Yeah, I fucking knew it!"   
  
Throwing his head back, his voice crackled into a laugh.   
  
******************  
  
2 HOURS LATER  
  
Britney's penthouse suit was located on the top floor of the Planet Hollywood Resort & Casino. Kate was amazed with how much space Britney had. The penthouse was massive in size with many rooms. There were separate bedrooms, obviously used for her sons. The living room was about the same size one would expect in a large home. Britney spent her time showing Kate around at the marvelous luxury of her private suite. True to her word, she had a number of Valentine's Day gifts. In Britney's bedroom, she almost had a little shrine of presents from friends and fans alike. There was a large number of boxed chocolate candy all in big red heart shaped boxes.  
  
Kate began to receive the impression that Britney sorta lived in her own little world here in Las Vegas. The penthouse alone was like a fortress and with the woman's wealth, she could easily have anything she wanted. Kate had hung her leather jacket up on the wall after walking in. As she spent time chatting with Britney and going through the usual talk, Kate's mind had already drifted to other things. After enjoying a short conversation in which she explained to Britney about appearing in the next Sports Illustrated swim suit edition, Britney left the living room and promise to come back within a few seconds. Within a few minutes, her voice called out to Kate.  
  
"Hey come back here, please!"   
  
A giggle was heard after Britney's spoken words ended. Kate rose up from the couch and then began to walk back to the bedroom where she heard the other woman's voice. Her high heels clicked over the fancy wooden floor after she stepped off the carpet rugs. Since she had removed her leather jacket, Kate stood tall in a one piece black dress revealing her heavy cleavage that nearly spilled out. Her tits bounced around a bit as she walked to the bedroom, only to find Britney near her shrine of Valentine's day gifts with a red heart shaped box in her hands. The pop singer had changed into a white night gown, a subtle hint of things to come. Britney opened up the box, revealing a black tray with assorted chocolate.  
  
"Oh, nice. This looks delicious."   
  
Kate spoke, just as Britney nodded and replied back.   
  
"Try one."   
  
Those big blue eyes looked back at Britney as Kate grabbed a random piece of chocolate from the tray inside the box. She starred back into the other woman's eyes as she put the piece of candy to her lips and bit down on it. While she tasted the smooth chocolate, she smiled before swallowing. Kate was quite impressed with the candy.   
  
"Damn, that was good. Your guys get you the best chocolate."   
  
"Some of them do, don't you have an army of men who wish you were their Valentine yesterday?"   
  
Kate sighed.   
  
"Yeah, but I don't care about them right now."   
  
"Is that so? You'd rather share chocolate with me?"   
  
Britney looked back at Kate, giving her a classic innocent face. Kate was quite surprised thus far, Britney could be a true flirt when she was given the opportunity. Without asking, the busty blonde super model grabbed another random piece of chocolate and decided to tease the older pop singer with it. Putting it in her mouth, she slowly moved her jaws up and down before moaning slowly.   
  
"Mmmmmm, this is good stuff."   
  
As Kate swallowed it, Britney nodded. She gave a goofy grin back at the girl.   
  
"I bet you would look good with chocolate on you."   
  
"Oh yeah? Like, what do you mean?"   
  
Britney laughed before responding.   
  
"You know what I mean, Kate! Have you ever had it melt all over you and someone lick you clean?"   
  
The buxom super model looked down before gazing back into Britney's brown eyes. She knew what the hint was for, but just couldn't believe how quickly Britney was flirting with her.   
  
"Are you asking me if-"  
  
"Yes! Why would I lie about that? You know exactly what I want to do to you."   
  
Since Britney had cut her off from speaking, Kate just smiled and took a few steps back in her heels. The pop singer set down the box of chocolates on the table next to the wall. Her shrine of Valentine's treats was immense in size with much candy to choose from. Britney walked off, heading to the bed. Kate could see from the night gown that the only thing she had on from underneath, appeared to be a white thong and bra. With a sigh from her breath, she looked at Britney while the other woman had situated herself on the bed, resting her hand under her chin. Kate reached behind her and began to slowly unzip her dress.   
  
"So, you wanna see me naked?"   
  
Britney gave her a simple nod. Here she was, the 'pop princess' of the millennium with the most famous super model in the country about to strip down for her. The zipper made no sound from behind, as Kate's dress began to fall. She peeled it off, revealing her giant breasts held together in a golden bra that was too small to hold them. Britney gasped, as she seen the girls' big tits about to pop out of that little bra.   
  
"Oh my god, those are fucking huge!"   
  
Those words reminded Kate of the numerous men that always reacted to the size of her boobs. She pushed the dress down past her waist, revealing the matching gold thong she wore. With a few steps, her heels stomped loudly and kicked the attire away on the floor. Britney had leaned up on the bed, her eyes observing Kate's amazing body. If there was ever a time that she wanted a woman instead of a man, Kate Upton's body surely fit the bill. The young woman placed her hands on her hips, standing there and modelling before Britney. With a smug grin, she spoke up.   
  
"I think it's only fair if you show me what you got, Britney. Let me see your body."   
  
Still in a state of shock, Britney gasped while watching Kate's body. She spoke up in her sweet southern accent, but in a low and seductive tone.   
  
"You are so adorable. I bet guys just love your big titties."   
  
"Oh yeah, they do. You have no idea."   
  
"Do you...do you fuck guys with them?"   
  
Kate nodded before replying.   
  
"All the time. You have no idea how often I use them."   
  
'I could've guessed that.' Britney spoke to herself while standing up from the bed. Kate was much taller than her, something she noticed once more as she began to take her silky white robe off. The front of it had already been unbuttoned. Kate took her turn now, watching as Britney slid it off and revealed her voluptuous tight body in a white bra and thong. The only difference between the two, was that Kate was wearing a pair of heels over her feet. The foot wear had elevated her height just a bit, though she would've been taller than Britney without them. Without much to say at this point, Kate pushed her hands against Britney's hips to bring her in closer. She then pushed her lips up to the other woman's and embraced a sweet kiss.   
  
Their big tits pushed up against one another as they embraced the kiss. Britney's hands traveled over Kate's back, feeling her smooth skin. Kate on the other hand, moaned into her mouth while moving her hands down to squeeze Britney's juicy ass from behind. The touch of Kate's hands forced Britney to moan past Kate's lips. After a few seconds, Kate decided to show her strength and push Britney down on the bed. From on top, she continued to kiss the other woman. Satisfied with the moment as she was kissing a woman who she always looked up to as a standard in beauty. Upon breaking the kiss, Kate leaned up and reached her hands down to snatch at the white bra holding Britney's boobs together. All Britney could do was watch as Kate tore it off, revealing her breasts. They were big, but not as large as Kate's.   
  
"I wanna see your big tits!"   
  
Britney blurted out while Kate pushed her warm hands down to feel those exposed breasts. Britney was a true MILF, Kate considered the woman's body to be excellent. Still leaning up on top her body, Kate then reached before her and undid the strings holding her bra together. Within seconds, her giant breasts jiggled and broke free. Britney gasped and smiled when she seen them. She reached her hands up to squeeze at them. All Kate did was respond with a smug grin before speaking.   
  
"You like 'em?"   
  
"Oh my god, yes! Wow! I bet guys dream of fucking these things...and they're all mine tonight!"   
  
A chuckle of laughter erupted from Kate's lips. She watched as Britney leaned up and caressed her hands over those large tits. Britney couldn't help but to push her mouth down and begin to suck over her right nipple. Kate took a breath, moaning as her hands began to run through the other woman's hair. She moved her hands over her breasts, smothering Britney's face with them as she had done to men countless times before.   
  
"Don't suffocate yourself between them, Britney. Suck on 'em, you know you want them."   
  
Slurping and slobbering sounds could be heard from Britney's mouth. She drooled all over Kate's large breasts, sucking on her right nipple before moving to the left one. It was a bit of a struggle, as Kate didn't stop herself from smashing her tits up against Britney's face. After she was finished, Britney pulled back and looked up at Kate before swallowing her breath. She spoke up.   
  
"Wow, I would pay money to watch some hot guy fuck your tits."   
  
Kate smirked before responding.   
  
"Oh yeah? I'd pay to watch some hunk fuck you in the ass."   
  
They laughed together. Kate leaned up from the bed, but as soon as she stood up, Britney pulled her arm to bring her back down. The other woman kissed her on the lips before smashing their bodies together. Their breasts pushed up against one another, feeling their hard nipples poke into one another. Britney attempted to roll Kate until she was top, but Kate overpowered her momentarily. Upon breaking the kiss, Kate reached her back and slapped Britney's ass.   
  
"Come on, show me your ass! I showed you my tits, now you gotta show me that juicy booty back there!"   
  
"Alright, you win!"   
  
Crawling around on the bed, Britney positioned herself on all fours. She stuck her big ass up at Kate. The busty model moved on the bed leaning up as she starred into Britney's thick and juicy ass. 

"Wow, now that is a powerful ass. I bet you give amazing lap dances."   
  
"Oh, I do! Or at least that's what I'm told!"   
  
Britney laughed, but soon she felt Kate's teeth gripping on her thong. The busty girl pulled it down using her teeth. She could feel Kate's soft hands running up her ass cheeks as she pushed the thong down. Britney moaned and then felt a slap on her ass. She reached down and grabbed the thong, moving around on the bed before tossing it into a random corner of the room. As Britney faced Kate, the model looked her big blue eyes down at the woman's wet pussy. It was shaved, just like her own.   
  
"That looks nice, I wanna lick it!"   
  
"Not just yet!"   
  
A goofy grin appeared over Britney's face while she held her finger up. Kate frowned, prepared to protest her words but Britney spoke again.   
  
"We're gonna share some chocolate first! Lean up on the bed for me."   
  
"Why? Are you gonna smear it all over me to the point that I gotta make you lick it up?"   
  
"Mmmmm, yeah! I thought that would be sexy!"   
  
Kate winked as Britney had responded. Her eyes watched the other woman rise from the bed. Her naked body walking over to the shrine of Valentine's day candy and gifts sitting there, awaiting to be touched. Britney took two boxes into her hands: one that was heart shaped with numerous chocolates and a white one that was a rectangular square shape. She walked back over to the bed, sitting down on her knees as she opened up the smaller box first. inside was caramel filled chocolate pieces. Kate smirked.   
  
"Oh, what's that?"   
  
"Caramel chocolate, you like?"   
  
"Mmmm, yeah! Give me a piece!"   
  
Leaning up on the bed, Britney took one small piece of the chocolate and fed it to Kate's lips. The girl reached her hands up, taking a hold of it before she chewed on it.   
  
"Mmmmm, damn. That's some great stuff!"  
  
"Oh, yeah! Todd always buys me the best stuff!"   
  
'Who the fuck is Todd?' Kate asked herself. Ignore the thought, for it did not matter at the moment, she watched Britney. The woman moved down to look at Kate's amazing stomach. With two square pieces of chocolate in her hands, she pushed one above her belly button and smashed it up against her skin. Kate gasped as the chocolate smeared over her body. The caramel began to drip down, filling up her belly button. Britney then took the second piece, smashing it up above and pushing it down to create a smeared streak of chocolate and caramel. Once she was ready, she looked up into Kate's eyes but could not see her. For those giant breasts blocked the path of eye sight. Kate grabbed her tits, pushing them back as she cupped them just so she could see Britney's face.   
  
With a smile, Britney gazed into those big beautiful blue eyes and stuck her tongue out. She slowly traced her tongue down, scooping up the caramel and bits of chocolate. Kate took a deep breath and moaned as she watched her friend licking up the mess over her stomach. Once Britney reached her belly button, she moaned while dipping her tongue into it and licking up all the caramel. Kate moaned, squeezing her breasts within the palms of her hands. She dropped her lower lip and gasped as Britney closed her eyes and continued to lick her way down. Placing both hands on Kate's thighs, Britney leaned down and kissed her soft pink pussy lips. Kate reacted by leaning her legs ups, sinking her heels into the white sheets of the bed. Biting her lower lip, she looked down and spoke to Britney.  
  
"You want me?"   
  
"Yeah..."   
  
"Go on, do it!"   
  
Kate watched as Britney lowered her head and pushed her lips back against her soft entrance. The busty girl moaned, moving her hands off her tits as she felt Britney's tongue slithering inside of her. As Britney began to eat her out, Kate reached her right hand over to grab the opened box of chocolate. She moved it towards her and then grabbed a piece, eating it while Britney's tongue ventured deeper into her slit. Kate gasped while reaching for a second piece of chocolate.  
  
"Ohhhhh, yeah! That's it, get it girl! Mmmm!"   
  
Moaning out to her, Kate couldn't help but feel like a queen in some way. Here she was, eating pieces of chocolate while Britney Spears of all women was licking her pussy. She felt in control for the time being, enjoying the luscious taste of caramel over her tongue while moaning. Britney slowly thrust her tongue inside of her slit, licking it all around back and forth. Kate felt like testing her control over Britney, grabbing a third piece of chocolate from the box. Her right hand reached up, tapping Britney's head to get her attention.   
  
"Hey! You want some?"   
  
Britney raised her head up, just as Kate pushed the piece of chocolate to her lips. She had no other choice but to accept it between her lips. Kate then smirked before letting out a mischievous laugh. The other woman moaned while swallowing the piece of chocolate down. Britney then resumed licking Kate's pussy, shoving her tongue deeper and harder into her.   
  
"OHHHH, FUCK!! YES, YES!! OHHHHH, LICK ME BRITNEY!!"   
  
Gritting her teeth, Kate cried out. She came to the realization that Britney was going to force her to reach a climax before she was able to even taste that clit herself. She took a fourth piece of chocolate and smashed it up against her right breast. The caramel dripped down from her nipple and forward. Her hand was a mess in chocolate, so she smeared it up over her left tit to create an equal mess in the tasty treat. At the same time, Kate's eyes became big as her body began to tremble and shake. With her teeth remaining gritted, she pushed her hands down into the bed and gripped the sheets before screaming out.   
  
"OHHHH...OHHH, GOD...OHHH, YEAH!!"   
  
Kate's pussy exploded, sending juices overflowing into Britney's mouth. She slowly caught her breath, as she felt Britney moaning against her slit. The pop princess came up, kissing over Kate's slit before she leaned up and swallowed the juices. All Kate could do was look at her and then point her fingers towards her tits covered in chocolate and caramel. Britney leaned forward, going to Kate's right tit first and slowly licking up the trail of caramel from her nipple. Kate moaned and then she put her hands into Britney's hair to push her down and suck on her breast. She moved her head, making sure she sucked up all the chocolate.   
  
"Yeah, eat it all up girl!"   
  
After Britney was done with one tit, Kate pulled her hair to force her to lick the left one. It was remarkable that Britney didn't get any chocolate smudges over her face. her mouth sucked it all up, leaning Kate's tits dripping in saliva. Kate let go of her hair as she seen that Britney was done. The other woman responded by pushing her hands down on those newly cleaned breasts and squeezing them before leaning down and kissing her passionately. Kate's hands roamed her smooth skin until coming from behind, squeezing both of Britney's ass cheeks. While they kissed, their wet clits began to rub up against one another. Kate moaned into Britney's mouth just before their lips parted.   
  
"Now it's my turn to have some fun with you!"   
  
Kate spoke before pushing her body up against Britney's. The woman let go of her breasts, allowing both of their bodies to push up against one another and then Kate rolled them over until Britney was laying down and she was on top. Kate leaned up and moved her filthy hands to the chocolate boxes still on the bed, but Britney spoke up.   
  
"Get the bigger box! It's got cherries in it!"   
  
"Will do, but I want you on all fours."   
  
"Oh, what Kate? You want me like that, are you gonna spank me or something?"   
  
"Yeah, after I smear chocolate all over your sexy ass body!"   
  
Britney leaned up, just as Kate climbed off her. She assumed the position, sinking her hands down over the bed covers and pushing her ass out. Kate grabbed the large heart shaped box of candy and came behind Britney. In all honesty, she had no intention of spanking Britney. She stood up on the bed, looking down at her. Britney's ass was simply perfect. Juicy and round, Kate smirked when she looked at it. All the little details of her skin, even that little fairy tramp stamp tattoo was adorable. Kate opened the heart shaped box, looking over the tray of chocolate candy. Britney just moaned while closing her eyes. Soon she felt the box set down on the small of her back.   
  
"Are all these chocolates filled with cherries?"   
  
Kate's question prompted a reply from Britney.   
  
"Yeah, it's juices! They're great, I've got two boxes of them!"   
  
With a giggle, Kate smirked.   
  
"Alright, this is gonna be messy..."   
  
Reaching to grab a few pieces of the chocolate, Kate moved the box down onto the bed. She looked at Britney's back and then thought to herself. The pieces from this box were round, almost cherry shaped. Kate held them right at Britney's fairy tattoo above her ass. She then pushed the chocolate pieces hard over skin. They busted, sending a trail of red juice flowing right into her ass crack. Kate licked her lips as she watched, all while Britney simply moaned. The model pushed the broken chocolate into her mouth, eating it up before she was ready. Her hands moved to Britney's ass cheeks, pulling them apart and wiping chocolate smears over her skin. Soon, Britney knew exactly what Kate wanted to do. Her eyes widened and she gasped at the feeling of a tongue darting into her dark hole.   
  
"OH MY GOD!!"   
  
This was a pleasure that Britney did not receive often from her boy toys. To have a true rimming, it was something she thoroughly enjoyed. Kate had lowered herself down to her knees, in a proper placement where she could concentrate on rotating her tongue in a circular motion. She continued, only with Britney's moans to give her a confirmation that her job was creating tremendous pleasure.   
  
"Ohhh, god! Fuck!! Do it some more!"   
  
Britney's plea for more forced Kate to continue. The tip of her tongue still circled her ass, but Kate had moved both her hands down over Britney's thighs. She pushed her middle finger to her right hand into her clit, fingering as she continued to rim that ass. She gave it just a minute, until she was tired and ready to lick something else. Kate moved her head back from Britney's ass. The pop princess moaned, and then she felt Kate's tongue licking up her ass cheeks. Britney gasped and then giggled, Kate was licking her clean of the chocolate smears from her hands. Once Kate was ready, she flipped herself to lay down on her back and then leaned her head up between Britney's thighs. A few seconds later, her tongue slid into that wet pussy.   
  
"Ohhhhh, yeah! Get it, Kate! Eat my fucking pussy!"   
  
Unknowing to Britney, Kate had other plans besides just licking her up. She had laid down on her back, allowing herself to reach for the chocolate box. Adjusting her neck a little ways, Kate darted her tongue into Britney's sweet clit and began to lick it all around. The woman moaned, digging her nails into the soft sheets of the bed as she cried out. Kate took her left hand and reached for the chocolate box. As she grabbed a few pieces from the tray, she held them over her breasts and smashed them. The cherry juice leaked out in streams over her big tits. She tossed the broken chocolate pieces back into the box after she was done with them. Britney heard the sound of something rattling but ignored it.   
  
"Ohhh, yeah! That's it, mmmm! Girls eat it better than guys!"   
  
Her voice calling out in that thick southern accent any other time would've made Kate laugh. Britney flicked her tongue over her upper lip while moaning. As Kate continued to thrust her tongue into Britney's pussy faster and harder, she reached over the chocolate box to grab two more pieces. Again, she smashed them over her tits, feeling the hot cherry juice trailing over her skin. As this was the final pieces of chocolate she wanted to use, Kate pushed the broken pieces over her tits to smear the chocolate down into her skin, simultaneously as she still licked Britney's pussy.   
  
"OHHH, MY GAWWWDD!! YES!! MAKE ME CUM!!"   
  
From hearing the words, Kate adjusted to force Britney to cum as fast as she could. Over and over, her tongue licked that clit back and forth. Britney closed her eyes, her nails ripped into the sheets from a tight grip and then she raised her head up before crying out.   
  
"OHHHHH, YES! YES!! MMMMM, GAWD YOU ROCK!!"   
  
Kate's mouth was flushed with Britney's own sweet warm juices. She could've moaned, if only she didn't have a mouth full of tasty pussy. Swallowing the juices down, Kate kissed the lips of her clit before she began to crawl backwards out from underneath Britney. All this time, Britney didn't know what Kate had done to create a mess over her tits. Once Kate had stood back up on the bed, she looked over her tits to see the cherry juice had created red streams down her breasts and to her stomach. The chocolate was smeared over her. Britney crawled forward, still catching her breath before she turned around to look at Kate, witnessing the mess on her body. Kate just smiled before speaking up.   
  
"You want some chocolate, Britney?"   
  
Britney's lower lip dropped for a second, somewhat surprise. She eventually smiled in that signature goofy grin that she was known for. She nodded and then Kate laughed before speaking once more.   
  
"You better work, bitch! Come get it!"   
  
The little joke forced Britney to laugh. Usually, it was guys that said that back to her: work bitch! Kate smirked as she watched the other woman come a bit closer. She laid down, allowing Britney to lean down and begin using her mouth to lick up the streams of cherry juice. Kate put her right hnad into Britney's long golden hair, tightening a grip as she pushed her face up against her skin and moaned.   
  
"Mmmmmm, yeah...That's my bitch, lick it up."   
  
Britney found it funny that Kate was referring to her as her 'bitch'. She could've pulled an age joke, since she was over ten years older than the girl, but she didn't. Her tongue just licked up the trailing streams of cherry juice. An 'mmmmm' was heard among Britney, just before Kate pulled her hair to bring her up to her breasts. This time, the chocolate smeared over Britney's cheeks as she licked it up. Kate kept the grip of her hair, watching as the pop princess moved her hardened left nipple between her teeth. Britney playfully bit it before licking over it. Kate was pleased, grinning smugly.   
  
"That's my bitch, now clean the other one!"   
  
Slobbering sounds could be heard, all while a stream of saliva dripped from both of Kate's breasts. She moved Britney to suck on the right breast. Like before, she cleaned her up, sucking all the chocolate from her skin. Once Britney was finished, Kate finally let go of her hair. She ran her finger up to scoop some of the chocolate smears off her left cheek and then licked her fingers dry. Britney looked back into her eyes before pushing their lips together to embrace a deep kiss. Their breasts smashed up against each other's, just like before. Kate moaned into her mouth before breaking their lips apart. Britney leaned up, resting on her knees as she looked down at Kate.   
  
"I think it's your turn now, baby."   
  
"My turn to do what?"   
  
Such a smug reply, Britney laughed at Kate's words. The girl really did think she was in control. As she leaned up, she grabbed Kate's hand while falling back on the bed. Britney pulled her until she was hovering above her. Britney looked at her and spoke again.   
  
"Bring me the chocolate box, the one with caramel."   
  
"No, I like the cherry flavor better."   
  
"Fine! Bring them here!"   
  
Reaching over to grab the heart shaped box, Kate sat it down on Britney's stomach. The other woman then grabbed it, moving it aside before she snatched up a handful of the chocolates. Britney looked back into Kate's eyes while she rubbed the round pieces of chocolate over her skin. It created streaks of dark smears. Once she was ready, she busted the chocolate between her fingers and let the juices flow all over her amazing built stomach. Britney's belly button ring shined of a diamong and white gold. Kate just watched as the blonde singer created a mess of chocolate and cherry juice over her tanned skin. Biting her lower lip, Kate spoke up.   
  
"Tell me something, please."   
  
"Tell you what?"   
  
"Tell me to 'work bitch', I love that song!"   
  
Britney giggled, flashing her pearly white teeth. She gave Kate a devius look before speaking in a low voice.   
  
"You wanna lick up some cherry juice and chocolate? You better work bitch!"   
  
Like commanding words, Kate leaned down and began to lick up the mess from Britney's torso. She began with her tongue, trailing her tongue over a stream of the red cherry juice. When she reached Britney's belly button, she flicked her tongue over the ring and continued to go down. After she was finished, she went for another stream, licking it up all the way down to Britney's little cross tattoo on her hip. Unlike Kate, Britney didn't snatch her up by the hair. She just laid back and watched. As Kate was now ready to eat up the chocate, she ran her hands up to grab at Britney's tits, squeeing them as she smeared a bit of the chocolate on her chin while licking and sucking it up.   
  
"Mmmmmmm, there you go baby! That feels so good!"   
  
Without giving a spoken response, Kate had something else in mind. Raising herself up from Britney's stomach, she looked down into her eyes and bit her lower lip.   
  
"I think we both would rather eat something besides chocolate."   
  
"Oh yeah? Like what?"   
  
Kate grinned before replying.   
  
"You know what!"   
  
Quickly turning around, Kate had to move her body fast to get into position. She turned herself around, hovering her body over Britney as she looked for the slit between the woman's thighs. Britney gasped, watching that pussy hover over her head before she reached her hands up to hold Kate's ass. Kate had pushed her body down on Britney, her hands moving towards her thighs before burying her mouth over that pussy. This was a true '69' position, one that she found more pleasure in with another woman rather than a man. Britney's voice created a muffled moan as she darted her tongue back into Kate's warm sweet mound. Not before long, they had become two bodies synchronizing.  
  
Britney's remained closed, her hands roamed the smooth skin of Kate's ass before squeezing each cheek. She tried to match the pace of her tongue with the young model's, but it was impossible. Kate thrust her tongue in and out of Britney's slit over and over at a fast pace. Muffled moans and licking sounds could be heard from both of them, as they remained truly focused on pleasuring one another. Kate's voice muffled 'mmmmm' while she continued to lick and thrust her tongue into Britney's clit like a snake. The other woman squeezed Kate's ass cheeks, pressing her palms and finger tips over her smooth skin while she frantically worked to make her cum. As Kate was drawing close to her breaking point, she raised her head up from Britney's mound and licked her lips. She screamed out at her.   
  
"THAT'S IT, YEAH! WORK, BITCH!! WORK THAT FUCKING TONGUE IN AND OUT, OHHH, GOD!! TASTE ME, YESSS!!"   
  
She could've guessed that Kate wouldn't pass the oppurtnuty to say 'work bitch' one last time, but Britney loved it. Her tongue still pushed in and out, slithering into Kate's pussy. Within seconds, the blonde super model moved her hands. Her nails raked over the sheets before she closed her eyes and dropped her lower lip. In a sudden urge, she screamed out as her orgasm had reached.   
  
"OHHHH, FUCK YEAH!! MMMMMM, THAT'S HOW YOU WORK IT!!"   
  
The soft and wet mound in which Britney's mouth was pushed up against sent a wave of juices overflowing between her lips. Britney swallowed it down as fast as she could, but soon she felt Kate's tongue slithering right back into her own slit. She was so close and the model had made her wait for this moment. As Kate thrust her tongue sharply into her, Britney raised both of her hands from those fine ass cheeks and then clapped them down in a double-smack. Kate moaned feeling the spank over her ass, just before she felt a hot taste begin to squirt into her mouth and down her throat. Britney's voice was muffled from underneath her body as she reached her second climax of the night, all thanks to Kate's mouth. After Kate had licked it all up, she clapped her hands, raising her head from Britney's pussy but still sitting on her face. 

"Ohhh, yeah. You taste so fucking good, much better than chocolate, mmmmm."   
  
While licking over her lips, Kate softly moaned. As they were finished, she crawled her way off Britney.Now that the other woman was finally free of Kate's pussy, Britney giggled while taking in a deep breath. They turned to face each other, smirking to one another. Britney ran her hand through her hair, a slight look of exhaustion covered her face.   
  
"Do you wanna stay the night and sleep in my bed, Kate?"   
  
With a big smile, Kate nodded. Britney smirked back and spoke again.   
  
"Aww, nice! I think we need to get a shower before heading to bed."   
  
Kate shook her head.   
  
"No, not just yet. We aren't dirty enough."   
  
She looked back at the bed, grabbing the rectangular white box that contained the caramel filled chocolates. Britney stood up from the bed, Kate put her heels down into the floor and grabbed a few of the square pieces before leaving the box on the bed. She looked at Britney before smashing them over the woman's breasts. Britney moaned, watching as the caramel liquid flowed on her tits. She stepped forward and then Kate came closer, allowing their tits to smash together. The chocolate smudged over their skin. Britney then reached down, grabbing a piece of chocolate. When Kate stepped back, she took it and smeared it up against the girl's perfect stomach. The caramel began to drip down as Kate laughed. Britney giggled and then spoke up.   
  
"I think that justifies a reason now to get in the shower."   
  
"Yeah, we're both a bit messy now."   
  
Britney winked and offered her hand. Together they walked around the bedroom until finding the little entryway into the bathroom.Once inside, Kate finally stepped out of those high heels but proved that she still had a much larger height over Britney. The pop princess turned to slide out the glass door to her shower. Kate stepped behind her and observed the size of the shower, it was quite large.   
  
"Wow, that thing is big enough to fit like three people."   
  
Turning back around, Britney smiled at her and nodded. She offered Kate her hand again before replying.   
  
"Yeah, that's why I like it! It's just the right size to bring a few guys!"   
  
"Oh Britney, are you serious? Do you mean to say you let two guys come in that shower to fuck you?"   
  
A laugh was heard before Britney nodded.   
  
"I did say it was the right size for that! Now come, let's get all cleaned up so we can get some rest!"   
  
Kate stepped into the shower, allowing Britney to shut the glass door behind them. Within seconds, they ran the water and tested it to make sure they both enjoyed the feeling of the warm water striking over their skin. Their hair dripped wet from under the faucet, the glass began to fog up within a few seconds. Britney wrapped her arms around Kate, pushing her bodies together one last time as the water cleaned their skin of any chocolate stains and smears. Kate found herself kissing the woman passionately, enjoying every moment she had spent with Britney. By the next few hours, they would find themselves tucked in the bed together. But for Kate, she would always remember this day after Valentine's day as being better than actually holiday. A true treat shared with a friend.   
  
 **THE END**


End file.
